Only when I Sleep
by DrunkenTavern
Summary: After the penguins blow up her habitat, Marlene is placed in theirs until hers is repaired. But when Rico starts to dream about Marlene, it leads to whirlwind of love, jealousy and betrayal which ultimately leads to Marlene's life placed at risk.
1. Prologue

Only when I Sleep

Plot Summary: After the penguins blow up her habitat, Alice places Marlene in their habitat until hers is repaired. But when Rico starts to have dreams about Marlene, this sets off a whirlwind of love, jealousy and betrayal that will ultimately lead to Marlene's life hanging in the balance.

Disclaimer: The Penguins of Madagascar is the property of Dreamworks Animation Studios in association with Nickelodeon. I do not claim ownership of The Penguins of Madagascar. Copyright infringement is neither intended nor desirable.

Rated Teen (T) for Mild/Fantasy Violence, and Minor Suggestive Themes

***Prologue***

_Come back to take me, quickly, and lead me far away. Purify me with a great fire of divine love, none of the animal kind. You are all soul when you want to be, when you feel it, take me far away from my body._

-Liane de Pougy

"Mhr'leen!" Rico shouted as he woke with a start. He looked around frantically, searching for the source that was the cause of his nightmare. Finding nothing but darkness and Private's slow breathing, Rico lay down on his bunk, still thinking about his nightmare. Oddly, Marlene was in it yet again. This had been going on for a few nights now. He dreamed of monster trucks, robots and fighting, only to have it replaced with images of Marlene.

Closing his eyes, he slowly drifted off to sleep once more, only to hear voices coming from above. Instantly alert, he slowly sprang to the bottom of the ladder. So as not to wake the sleeping Private, he silently made his way up to the fish-bowl entrance. Reaching it, he gradually opened the hatch and made a move to exit, when he instantly froze upon hearing _Marlene's_ voice. Relief washing over him, he turned to go back to bed, but froze once more. What would Marlene be doing out this late? He normally wouldn't even care, but ever since he started dreaming about her, he had to know what she was talking about, and with whom at this late hour.

He caught a few words, but he knew he had to come closer. He edged open the fish-bowl, wanting to here more of the conversation. He edged it up even more, silently, until he could make out what they were saying. Although the fish-bowl blocked his view of the ones conversing, he could hear just fine. It was only a waning crescent-moon tonight, and the place was bathed in shadows. Rico could barely make out the top of Julien's bouncy, but it provided good cover for him as well, should anyone spot him.

"-still can't explain why it's happening." came Marlene's slightly worried voice. He heard an 'mmph?' and Marlene continued talking.

"Y'know, I'm still wondering what it is. I've been acting weird lately, y'know what I mean?" she questioned her companion. "I thought it was because of me moving in with you guys, it's just…"

She paused, and Rico heard an 'mmm?' from the one she was talking to. The other voice sounded familiar, but Rico couldn't place it. He's heard it before, recently, but his memory continued to fail him.

"It's just that I've been behaving strange around here lately. It feels weird when I'm inside of your top, super secret lair but sometimes not. Does that sound weird to you?"

Rico caught the shadows stir quickly back and forth, meaning a shake of the head. Beneath, his feet ached from his uncomfortable position. He stood on his toes in an effort to make out who she was talking to, but it was futile and the strain started to take its toll.

"I get this feeling, like something at my gut, when I'm with him, I feel it. Even now I can sense him, close by, almo-almost next to me."

Rico's dared to look, and caught Marlene starting to stand. He heard another 'uh-huh' but in a goading tone, as if pushing her to continue. He dropped his head lower, when he saw her approach his location. The last sight he saw was Marlene's glassy eyes, looking up at the small moon, lost in thought.

"No, it can't be." She whispered, addressing herself more than her companion. "Is it because I'm starting to like him that I'm starting to act like— this whenever he's around? That's it! I-I-I can't believe it but I'm starting to fall in love!"

She abruptly turned and dashed to her unseen companion. Her voice sounded eager and giddy, almost like a child about to be given candy.

"Is it because I'm starting to like him? Is that why I'm starting to act like this? Does that even make any sense? How am I supposed to deal with it now? How will I-'

Her voice came to a halt, and she apologized for the questions. She thanked her companion for listening before he heard her slowly leave the area, and could make out her tail disappearing in the darkness. Rico gazed intently at the spot at which she disappeared. Marlene was in love with somebody? Both happiness and anxiety flashed in him. If she was in love with someone, who was it?

So deep was he in his reverie that he didn't notice the other figure stand and slowly move toward the direction she left. Only did Rico notice him was when he let out a deep sigh. Rico slowly backed into the darkness, easing the pressure on his aching feet. Then, he heard her companion speak.

"Marlene, why did you have to leave?" The speaker's voice was sad and woeful; clearly disappointed when the otter left, but Rico sensed another tone beneath his voice. It was a tone that wanted more than just her presence near him, but a tone that _wanted_ her. Only then did it hit Rico as to who the mysterious figure was.

"Marlene, why did you have to go?" The voice lamented. "I was having such pleasure when you were around, why did you leave? I would have listened for hours to your sweet voice. I would stay awake all throughout the night just to see you sleep. I would jump into any fight just to see you safe. Oh Marlene, why did you go? If you are indeed in love, please, may it be with me."

The voice continued on, but Rico didn't hear the rest. Anger and jealousy sparked and ignited within him as he slowly made his way down the ladder, his feet numb from pain, but he didn't notice it, so furious was he. He climbed into his bunk and all his thoughts about who Marlene was in love with were replaced with a deep desire to smash him into a bloody pulp and bury what was left of him in a matchbox just like with Manfredi and Johnson. He soon drifted off to sleep consumed by fury and envy, thus encountering his nightmare once more.

The most significant of many a problem with that plan was that the voice ... was Kowalski's.


	2. Chapter I: Just a Game

Only when I Sleep

Plot Summary: After the penguins blow up her habitat, Alice places Marlene in their habitat until hers is repaired. But when Rico starts to have dreams about Marlene, this sets off a whirlwind of love, jealousy and betrayal that will ultimately lead to Marlene's life hanging in the balance.

Disclaimer: The Penguins of Madagascar is the property of Dreamworks Animation Studios in association with Nickelodeon. I do not claim ownership of The Penguins of Madagascar. Copyright infringement is neither intended nor desirable.

Rated Teen (T) for Mild/Fantasy Violence, and Minor Suggestive Themes

***Chapter I: Just a Game***

_Potato!_

-Mort

Private was in a nightmare, or at least he thought he was. Finding his current position too obvious, the chubby penguin searched for another place in which to take refuge. He found one underneath a bench, and slid on his belly toward it. He shrank into the shadows, hoping to avoid detection as much as possible. He did _not _appreciate Skipper's new idea for what he went far enough to call a _game_. _Ridiculous Rabbits _was a game! _Hungry Hyenas _was a game. This was sheer and utter madness! Slowly, he dared to peak around the corner, and saw only the waning sun fading into the twilight.

He could barely remember what Skipper said about his game, it all just happened so fast. But now he had time to think, and strained to recall what his commander had said a few seconds before this madness started. He could vaguely remember the rules, what did Skipper say?

'_Alright boys, time for another training exercise. I think Private will enjoy this one, because I'm turning it into a game!_'

'Of course I'm not enjoying this—this thing you call an exercise Skipper' Private thought, as he strained once more to remember the other details.

'_Boys, this exercise, I mean, game, will develop your senses and reaction time when danger strikes! 'Cause danger can strike from anywhere, and I _do _mean anywhere, and at anytime. Always pays to be prepared. Now the rules of the game are simple: Tag! You're it!' Skipper then threw a bag at Private, who instantly caught it in his flippers. Skipper, Rico and Kowalski all ran out of the HQ, as if in a catatonic state of fear. Curious, he tried to take a peek at whatever was inside the bag that made them so afraid. A split-second later, and Private fully understood why. The stench inside the bag was horrible, and smelled worse than six-month old haggis._

Private shuddered at the memory of the stench, which burned through his nostrils enough to make him retch even when remembering it.

_Private took the bag and immediately exited the HQ, and saw the fleeing forms of his teammates. Kowalski was running toward the lemur habitat, Skipper toward the main gates, and Rico jumped into Marlene's pool. Making a quick decision, but mostly because he couldn't tolerate the stench any longer, he threw the satchel at Kowalski's running backside. Fully understanding what Skipper meant by game, he searched for a place to hide._

It was clear for now, but he decided his chances were best when he was on the move, instead of lurking in the dark and scary shadows. Checking around once more, he looked for a new spot to move to. He slid on his belly underneath the lamppost in front of his former hiding place. The area was slowly darkening, and soon the lamps would flicker on, giving away his position. He quickly spotted another bench a few meters from his current position. Backing up against a wall, he slowly made his way to the bench. Wanting to avoid detection as much as possible and wanting more to avoid the bag that made decayed food-scraps smell like cake by comparison, he hugged the wall, bathing himself in shadows.

He finally made it to the bench, and looked around for another hiding spot. He caught Rico running toward the left, but fortunately did not have the bag. So that left either Skipper or Kowalski with what he now understood was the 'potato'. He turned his head to the right to find another location, only to see himself almost face-to-face with Skipper, surprising him for a second. But that was all the time that Skipper needed, he pushed the 'potato' into Private's outstretched flippers and escaped into the darkness before realization dawned on the other's face.

Shocked and ultimately repulsed, his body wanted to faint, but he regained his bearings. He could not fail the exercise that the penguin that pushed the most dreaded thing in the world into his inexperienced flippers created to test him now and in future situations. But all that disappeared from his thoughts when the bag started to beep rapidly. It was about to explode!

Deciding quickly, he chucked the bag at Rico's fleeing form, which was still in sight. It struck him on his head, and he was taken completely by surprise. Private flung himself down, covering his shaking head with his flippers, awaiting the blast that would inevitably come. The beeps became more rapid and louder. The beeps rose to a fever pitch ,and a split second later, he heard it detonate, covering the immediate area in a foul and dense green mist that made him retch once more. The stench that soon came after overwhelmed Private. He could barely stand the smell of it when it was inside the bomb, but when it all exploded, he didn't know whether he could die on the spot or not. Covering his beak with his flippers, Private rose from his position. He looked around, but the greenish haze could barely be penetrated, and it stung his eyes when he strained to see. The sun had completely disappeared, and the evening blue skies clashed horribly with the dense green of the mist. He moved forward and saw a prone form nearby, barely visible. Upon further investigation, he saw it was Rico.

Guilt washed over the young penguin like a tidal wave, which immediately rose into his throat, and finally exited as a deep croak. His watering eyes grew larger at the sight of his still comrade. He dropped beside Rico and checked his vital signs. Upon placing a flipper on his friend, Rico jumped up and looked at Private, startled. Private's relaxed in relief, but could barely breathe, and he motioned to Rico to follow him. The other nodded in response, unable to speak without inhaling a great amount of the smell. Private made his way back to the lamppost, the light still visible beneath the sickening veil. Reaching it, the toxic clouds thinned, and the duo broke into run to reach the end of it. Breathing in a lungful of fresh air, they stopped for a moment to take in more oxygen. Private glanced at his companion. He knew Rico was tough, but the stench was so horrid it was enough to make even Rico fear it.

"Ah! Private, Rico we wondered if you got out alive."

Skipper's voice came from his left, and Private looked up to see his leader and Kowalski walking towards them. Kowalski looked shaken, and Private could easily tell it was from the cloud of toxic fumes. The mist finally ebbed away, revealing a sorry sight. The entire area where the bomb detonated was covered in a sickly emerald slime with purple tendrils poking out. Looking further, he noticed bricks and chunks of stone lay here and there, no doubt from the explosion of the 'potato'. Frowning slightly, Private motioned toward the location of the bomb. The smell still lingered, but it was weak enough for them to breathe without wanting to faint.

"Good job getting rid of the bomb Rico!" said Skipper, patting the other on the back. "Just find some sorry dump to dump the bomb in, make sure no one's looking, and you're home free!"

Skipper continued to talk, but Private couldn't listen. Unable to speak, he moved toward it, his pace quickening. The others followed suit, curious at what Private found so disturbing. Private saw what remained of the bomb, metallic scraps covered in the tendrils and slime and tatters of the bag, floating in water the explosion had tinted a disgusting olive hue. He realized whose 'sorry dump' the bomb was thrown in. Kowalski seemed to realize this as well, and shouted in worry the name of the supposed inhabitant. "Marlene?"

His beak frozen in mid-sentence, Skipper dove into what remained of Marlene's home. Private did the same, looking in piles of slime-covered rubble. All of them frantically searched for any sign of their otter friend. The cave that was her home completely collapsed, littering the ground with dust and debris. After a few minutes of frantic searching, Rico gave a yell and the others rushed to his position. Private uttered an audible gasp at the sight of his friend.

The entire place having collapsed, they only saw Marlene's outstretched paw sticking out of a small alcove formed over where her bed usually was. Without a word, each of them sprang forward and started to dig past the debris to reach Marlene in time. At last, they formed a hole big enough for each of them to enter, Kowalski having to stoop a little. Rico regurgitated a flashlight and clicked it on. The beam of light fell on the still form of the otter. At once, Kowalski rushed to her side and checked for any sign of life. Private's heart was stuck in his throat, and it was thumping madly. The guilt he had experienced earlier when he had seen Rico now worsened, flooding his thoughts of the possibility Marlene may have died.

Slowly, he glanced at his companions. Kowalski was still examining the bruised and lacerated body of Marlene. Clearly she got hit by the worst of the blast, a few cuts lined her body, and blood seeped out of small wounds that matted with her brown fur. She was bruised all over, the black and blue markings almost made Private's heart stop in utter fear. He glanced at Skipper beside him, and saw the genuine concern over his leader's face. It was clear that Skipper blamed himself for having initiated the game and blames himself even more now that he saw what happened. Skipper had always been a role model to Private, and was someone to look up to. Private always thought Marlene and Skipper would make a cute couple, and he could see it in Skipper's eyes that he cared for Marlene more than he would care to admit.

His eyes lingered over to Rico, and immediately saw the concern he had for Marlene's condition. He looked worried, but Private sensed something more troubling. It was clear that Marlene and Rico were great friends, but Private rarely saw them interact with each other. His thought about their relationship vanished utterly when Kowalski announced she was only unconscious. He breathed in relief, and saw the others were relieved as well. Still, Marlene wasn't alright yet, and it still worried them.

Suddenly, the sounds of footsteps approached their location. It was no ordinary footsteps, they sounded deep and booted.

"Alice!" Skipper exclaimed. Private needed no telling, and so did the others. As much as it pained Private to leave her like this, they sought refuge in the shadows nearby. Alice held a torch in her hand, and scanned the area with it, and its powerful beam of light soon found Marlene. Private thought it was odd that Alice was present after closing hours. She usually ushered all the visitors out as fast as she could and sped off on her scooter home. He saw her scoop up the otter in her hands, make a disapproving snort and mutter something that sounded like, '_cheap construction!_' and '_worst contractor_', and finally leave the area.

Private looked at his companions once more. Even in the dim light of the nearby lamppost, he could still see the looks on his companion's faces, and each of their's mirrored his.

**-*Note*-**

_My apologies for the delayed update/s. One can only be away from their computer's for so long. I appreciate your patience, and thank you for the reviews (very enlightening!). ~Drunken_Rookie_


	3. Chapter II: Roomies and Kaboomies

Only when I Sleep

Plot Summary: After the penguins blow up her habitat, Alice places Marlene in their habitat until hers is repaired. But when Rico starts to have dreams about Marlene, this sets off a whirlwind of love, jealousy and betrayal that will ultimately lead to Marlene's life hanging in the balance.

Disclaimer: The Penguins of Madagascar is the property of Dreamworks Animation Studios in association with Nickelodeon. I do not claim ownership of The Penguins of Madagascar. Copyright infringement is neither intended nor desirable.

Rated Teen (T) for Mild/Fantasy Violence, and Minor Suggestive Themes

***Chapter II: Roomies and Kaboomies***

_No great genius has ever existed without a touch of madness._

_-_Aristotle

Skipper stood five feet tall, and was able to see through the window in the zoo's medical lobby. Below him, Kowalski was trying to write down something on his clipboard while simultaneously trying to balance Skipper's weight on his head. Rico groaned in annoyance as Kowalski's efforts disturbed his balance, Private below him struggling as well to support his entire team's weight. Skipper paid no heed to this, and was intently watching the door that lead to the main infirmary. He could hear muffled voices coming from the ward, and was forced to duck a few moments later, startling his companions that risked losing their balance altogether. He took a small peek and saw Alice striding out of the office with a phone in hand, and the veterinarian, who was scribbling on a piece of paper, following behind her. The vet placed the paper on the desk and nodded in Alice's direction as he left.

"-so I suppose you can get it fixed? Well how soon can you get it fixed? Raaaaayyyt! You'll just bring the great Gus and you'll get it done as soon as you'll get it done" she said forcefully.

Alice didn't notice the vet leave, but instead continued to converse with the repair company, and started pacing the lobby. Skipper ducked under the window sill, placing more pressure on Private, who was carrying them all.

"Gus! Yeah, it's the otter habitat. Ya-huh, ya-huh. So what time can you be here? Tomorrow? Alright, we can close the habitat down until you repair it. I'll need to relocate the otter while the habitat is down. Uh-huh, I dunno, maybe with penguins? Yeah, they do have a pool. Yup, and besides, what's the worst that can happen? Alright, thanks, ba-bye!"

Alice ended the conversation and replaced the telephone. She then strode out of the office and made her way to the habitat in question. Skipper gave the signal and the others followed her, hiding amongst the bushes. She studied the penguin habitat carefully, shrugged and then walked over to Marlene's habitat.

The penguins followed, silently, behind her. The habitat was an absolute wreck, and looked as if an earthquake hit it. Much of the slime and purple tendrils were still visible, and seemed to be _decaying_, releasing an odor that strengthened with each passing day. Alice eyed it closely, and much to the penguins' utmost surprise and disgust, the booted zookeeper scraped the bile of a nearby rock with her hand, smelled it, and _tasted it_. Skipper glanced to his left, and Kowalski looked as if he wanted to throw up, and Private had already done so, Rico slowly edging away from the young penguin. Alice moved it around in her mouth with her tongue, contemplating its taste.

This time, Kowalski _did _throw up, adding to the already considerable amount Private had already puked, pooling in the soft soil. He then rose, panting, and a few seconds later repeated it. Private vomited again, only this time on Kowalski's feet, when Alice _swallowed_ it.

"I knew it!" said Alice to herself and then licking her teeth clean. "That's it! No more cooking here. Knew that truck driver was out to get me after that Hoboken fundraiser, and here he goes spreading this all over the zoo. I'll get him back! He'll see!"

Alice doubled back and exited the zoo, no doubt returning home. Skipper turned to signal the others to move out, but Kowalski and Private had begun a silent argument between his back (remains of partly-digested fish still visible on his feet), which would have come to not-so-silent blows if Skipper had not slapped them both. They returned to the infirmary, and entered via the open window, Skipper on point. The other's followed, and their eyes met a small ward covered by curtains, shielding the bed from view. Skipper edged around the blinds, heart thumping rapidly, nervous and tense but prepared for anything that might happen. He expected the worst: a broken and injured Marlene on the verge of death, her last few minutes spent in agonizing pain caused by some anonymous bomb-crazy pigeon terrorist.

Instead, his eyes fell on a different sight: A bandaged but otherwise fully recovered Marlene sitting upright and viewing a small brochure the vet left in the infirmary. Skipper's highly trained senses caught Private sighing in relief, and Kowalski's breathing relax. Marlene seemed to be aware of another presence in the ward, and she lowered the brochure. Upon catching sight of the penguins, a wide smile formed on her face.

"Hey guys! I wasn't expecting visitors." She greeted, absentmindedly tossing the brochure aside. Skipper hopped onto the bed, followed by the others. Private could barely contain himself, and ran up to the otter and pulled her into a big hug, which she was more than happy to return.

"Marlene, I'm so glad you're okay!" exclaimed the chubby penguin, releasing Marlene. "We were so worried about you, we thought-we thought…" Private nervously fiddled with his flippers, clearly expecting the worst had happened to her.

"What? That I was dead? Nah! It was just a few bruises and scratches, but the worst part was that stench! All I could remember was an explosion, and then the awful stench and then I passed out. So, have you come to visit me or to check if I was dead?"

"Affirmative on the first one Marlene," Skipper said, waddling beside Marlene. "Now to get you out of here." He motioned for the others to move out, placed a flipper on Marlene's shoulder and made a move forward, but Marlene resisted.

"But wait! What if Alice comes back? I can't be missing from here." She argued in a hushed whisper, pulling away from Skipper.

"That's a negatory Marlene; Alice has left the building, no doubt out to get revenge over an _innocent_ truck driver. Now come on!" He grabbed Marlene's outstretched paw and jumped down from the bed and out the window, where the others were waiting for them. They moved toward their habitat, Marlene and Skipper behind them, the latter glancing toward the gate every now and then to check for an Alice alert.

They soon neared their home at the center of the zoo, when they heard a surprised gasp from behind them. Turning quickly, they entered a battle stance and looked around for the source of the gasp, and saw it was Marlene, frozen in shock and mouth agape. Lowering but not dropping their battle stances, they followed her line of sight and their eyes fell on the destroyed habitat north of theirs.

She immediately ran over to the pile of rubble covered in the decaying slime. Skipper and the others slid on their bellies to where Marlene was, still with the shocked expression on her face. Private's belly was going queasy in guilt, and was blaming himself for why Marlene had no home.

"M-m-my home?" stuttered the otter, eyeing every inch of the wreck that was once the happiest place in the world. She walked toward it, but instantly regretted it as her nose was assailed by the same stench that made her faint, and clearly emitted from the slime that covered most of her home. Covering her nose with both paws, eyes watering, she felt like she was going to pass out again and backed away from it.

"What-what-IS THAT!"

"That," Skipper answered, "is Alice's Special Recipe Octopus Casserole with Spinach, Brussels Sprouts and Radioactive Waste on the side."

"It makes the skunk habitat smell like cotton candy!"

Marlene's eyes were already stung red from the horrid gas cloud that surrounded her home like an olive green aura of death. Wiping her eyes with her paw, she turned to the penguins behind her, also staring at the former home with utmost awe and disgust.

"Where am I supposed to stay then? My home is trashed so where will I live?"

"According to zoo management" piped up Kowalski, "which means the creator of this wonderful bio-weapon that could cause the absolute destruction of the world; you would stay at our habitat temporarily until yours is fully repaired."

"So I'm going to be roommates with you guys?" Marlene asked skeptically, as if weighing her chances of survival if she were to stay at their home, or with the slime in hers.

"Ya-huh" grunted Rico in agreement. Private's insides eased up again, and was ecstatic to point where he was almost bursting with joy as they made their way inside their home. As soon as they cleared the ladder, he grabbed the surprised otter's paws and started doing a small dance with the chant "We've got a roommate! We've got a roommate!" until he was stopped with a sharp glare from his leader.

"So what do you think Marlene? It's not as different from your home. We've got a telly, and there's a lot fun around here!"

Marlene eyed the surroundings and a smile soon formed on her face. Turning toward Skipper, she crossed her arms and told him, "You know, this might actually work! Except for that fish smell since the infirmary."

Kowalski glared at Private in annoyance and opened his beak to restart the argument, but paused when he caught the eye of Skipper, who shook his head angrily and a now-is-not-the-time look forming on his face. Marlene was watching the two, looking at them quizzically. "Is there something I don't kn-'

"Ah good then!" came Kowalski's voice, acting as if nothing awkward had happened, even though remains of Private's breakfast were still visible on his scaly feet. "I was keeping this invention private, but seeing as we're having a new roommate to our already bustling hive of activity, I calculate it might be the best thing to do in terms of hospitality! If you, err, would allow it Skipper?"

Normally Skipper would have denied Kowalski from presenting any inventions in front of outsiders such as Marlene, but this time he felt it might be a welcoming sign, and nodded in approval. The intellectual penguin beamed with joy and was already pulling his invention out of the lab. It looked like a hair dryer with a bits and pieces of various appliances attached here and there. Marlene recognized a small can made to resemble a satellite dish attached to the front, and various wires connecting it to the motor of the dryer. Confused but intrigued, she joined the other penguins in their moments of anticipation.

"Behold: The Psycho-Sensor 7000! Having the mind-reading devices in the lab, I decided to strengthen it to create an even better version of all of them combined!" Kowalski was beside himself with joy, activating and raising the device high in pride. '_Hallelujah! This baby will penetrate even the thickest of skulls. Secret code? Undecipherable password? How much lunch money you have on ya? BAM!_'

Kowalski's thoughts rang loud out of the speaker attached to the side of the hair dryer, which began to heat up and vibrate slightly.

"Kowalski," Skipper said smugly. "You know we only use mind reading devices as a last resort, but nevertheless, I'd like to see it in action."

"Happy to oblige Skipper!" Kowalski then directed the Sensor at Skipper,

'_I'm proud of you Kowalski! If you weren't trying to invent devices that would later turn out to destroy the world…_'

"Success!" Kowalski yelled, and directed it at Rico, who was staring at a blank wall.

'_FISH! FISH! FISH! FISH!'_

A frown formed on Kowalski's face, and then pointed it at Marlene, who was staring at the lighting fixtures above.

'_Wow! Kowalski is _really_ smart. What can't he invent? Hmm, these lightings _could use_ a tweak, maybe some fluorescents, a nightlight, that might do it…_'

But then the Sensor started to vibrate rapidly, Kowalski holding on to the device. Murmuring about a technical problem, more to himself than to the others, he gripped the Sensor tighter. Kowalski's grip on the device started to slacken when the device grew hot, and the intellectual penguin continued to hold on to the device, which was shaking so much that Kowalski himself was vibrating. The heat of the Sensor then spiked drastically, and Kowalski was forced to throw his invention. He yelled in pain, his flipper slightly burned. Skipper, Rico and Private readied themselves, returning into a battle stance. The device bounced on the concrete floor, and skidded to a halt at Marlene's feet. It then stopped vibrating completely, but several burn marks were visible on the spots in which the device bounced on, leaving a black trail when it slid across the floor.

Kowalski cradled his burnt flipper, eyes watering in pain. Skipper was still watching the device, as if it might transform into a murderous robot that would destroy them. Private and Rico tensed, and waited. Marlene looked around and eyed her new roommates carefully, and then she giggled.

"You guys are too serious. Look!" She moved forward and motioned to pick up the Sensor, but paused when Private and Kowalski simultaneously screamed in terror. A frown soon formed on her face, and she looked at Private's horrified expression to Kowalski still cradling his burnt flipper.

She then shrugged and stretched her arm poke at the device with her forepaw. Private gave another yell and hid behind Skipper, his head poking out, and his eyes wide in terror. She smirked at the young penguin and touched the device. Oddly, the device was cold as ice, and no trace of the heat that burned its creator remained. Looking up to scoff at the penguins, but was startled when an electric current shocked her. Pain seared through Marlene as she felt the current travel within her, and a scream escaped from her.

"MARLENE!" Skipper shouted as he ran up to her and threw himself at her, shoving her away from the malfunctioning device.

Marlene was dizzy, all sensation numbing from her system. She opened her eyes with great effort, her eyelids feeling heavy as stones, and caught the faded outline of Skipper above her, calling her name; but his voice sounded murky, as if coming from under the ocean. She gave another gasp of pain as she felt the current travel up her spine and into her head. Her brain was assailed with agony as electricity rippled through it, her head threatening to burst from pain. The pain eased as the current died, she could feel it draining out of her. Focusing her vision upwards, she was able to make out the outlines of the penguins, surrounding her. Her vision and hearing were returned to normal as the pain receded, and her sight became clearer. It was over as soon as it had begun.

"Wha- happen'd?" She asked slowly.

"It was an electronic backlash from the device, probably a technical malfunction." Kowalski replied, clipboard in flipper as he studied the device, bending over it and jotting down a few notes. "You should be just fine Marlene, the power wasn't enough to have done you real injury."

"Yeah, but I felt it travel _inside _me. I can still feel it, still inside me as if telling me what to do."

"Preposterous Marlene! Everyone knows electricity does not function that way. You see, an electric current is formed when electrons-"

"Spare us the ten-year lecture Kowalski!" Skipper interrupted, his smug demeanor returning. "Just find a way to fix this invention of yours so we can finally give Marlene the tour of the old HQ."

"It's nothing really guys," the otter replied. "You don't have to. Besides, Kowalski, shouldn't you have installed a coolant system into the Psycho-Sensor 7000 to regulate the temperature of the device?"

"Wait-wha? A-a coolant sy-sy-system?" Kowalski stuttered in utter disbelief as Marlene was the only who had noticed the defect in his otherwise perfect creation. The others also noticed it, and Skipper caught a faint 'whoa' from Rico, and saw Private's beak drop. He would have to keep a closer eye on Marlene from now on; the mere ability that she learns that fast could prove – useful to him. She was eying the stuffed fish head this time, muttering to herself.

"Yes, it overheated too rapidly. Hmm, it must have been from the influx of brain-wave patterns currently being processed by the system, which must have overloaded the generator, which resulted in an increased power intake and dependency that cause it to heat up! Of course!" Kowalski slapped his forehead with his burnt flipper, resulting in more yelps of pain.

Kowalski picked up the device, which had already cooled, and flicked it on and turned it over in his flippers, assessing any damage. The beam fell on Marlene, and her thoughts rang out as it did before..

"_Hmm, this place could use a real makeover: maybe a few candles here and there, flowers for the mood, frames of painting lining these walls…' _

She didn't notice the Sensor was on, probably because she was so deep in thought, or she probably heard it as her own thoughts. She made a mental sigh,'_Huh, no way Skipper would allow that in his home, he just needs to relax a little._'

Skipper's face twitched as he heard this, anger sparking up once more. Him? Relax? Not in this lifetime! The enemy always strikes when you least expect it, so always expect it! His anger lasted only briefly, for he knew in time, Marlene would see his paranoia as a good thing, and not in her be-nice-to-everyone attitude.

Beside him, Kowalski shrugged and pointed it at the chubby penguin beside Skipper this time, wanting to do more testing while closely monitoring the temperature of the Sensor.

'_Yay! It's nice to see Marlene enjoying herself in our home, especially after we blew up hers!_'

Marlene spun around so quickly it was a blur, and the penguins all gaped at Private in horror and astonishment. Private's serene expression was broken when he looked at penguins to Marlene and back again.

'_What? Did I say something?_'

Realizing that the Sensor was on him the whole time, his flippers jumped to his beak, and turned to look at Marlene through horrified eyes as wide as coins. Marlene's shock soon turned into a contortion of rage, Skipper could already feel the storm coming.

"It was you guys who blew up my home!" she roared in rage and fury. "I can't believe this!"

"Now Marlene, we can expl-', began Private, but the look Marlene gave him silenced him completely.

"What Private was trying to say was tha-', Kowalski said, but his voice faltered and sputtered when he heard the deep growl from Marlene's throat, which was only heard from her _when she was out of the zoo_. She then abruptly turned and walked up the ladder, exiting the lair.

"Marlene, wait a min-', Skipper shouted, involuntarily moving towards her.

"I DON"T WANT TO HEAR IT! AND I CAN STILL SMELL FISH!"

The penguins followed after Marlene, and saw her, fuming and grumbling under her breath, and even making threatening gestures in midair that made even Joey the Kangaroo look up in surprise. Skipper and the others followed behind her, halfheartedly deciding whether to go after her to apologize. His urge to apologize to her utterly vanished when he saw her punch a passing Mort in the face. He looked behind him, and saw Private looking ashamed of himself, and Rico and Kowalski were watching Marlene continue to walk in no direction in particular, still raging.

"You know boys, I have a feeling this has happened before." Skipper said, absentmindedly staring at the Koala Habitat.

**-*Note*-**

_Sorry for the delay on the update. Technical difficulties on my computer, had to borrow TerraNova's. Thanks again Terra!_

_~DrunkenRookie_


	4. Chapter III: Welcome to HQ

Only when I Sleep

Plot Summary: After the penguins blow up her habitat, Alice places Marlene in their habitat until hers is repaired. But when Rico starts to have dreams about Marlene, this sets off a whirlwind of love, jealousy and betrayal that will ultimately lead to Marlene's life hanging in the balance.

Disclaimer: The Penguins of Madagascar is the property of Dreamworks Animation Studios in association with Nickelodeon. I do not claim ownership of The Penguins of Madagascar. Copyright infringement is neither intended nor desirable.

Rated Teen (T) for Mild/Fantasy Violence, and Minor Suggestive Themes

***Chapter III: Welcome to HQ***

_The memory was fleeting, as was his kiss, so short and simple, yet so intense, it plagued my mind forevermore…_

-TerraNova, '_Shattered Reality_'

"Marlene, please come back." whimpered Private behind her. "We said we were sorry."

"Technically, we were never able to finish our apology due to-"

"I cannot believe you guys blew up my home! And here I was thinking it was Julien." Raged Marlene, still with her back turned toward the penguins.

"due to that.", completed Kowalski.

They were outside the Zoovenir Shop, since Marlene was so caught up in her fury she didn't seem to notice where she was going. She only seemed to notice it when King Julien, Maurice and Mort appeared before her. Mort glanced at his King, and then caught sight of his feet. His eyes turned glassy and wide, and then pounced on it, hugging it tightly. "FEEEEEEEEET!"

"Mort, how many times do I have to be telling you, DON'T TOUCH THE ROYAL FEET!"

And with that, he grabbed Mort's tail, held him up high and delivered a swift but powerful kick that sent the tiny mouse-lemur flying, his head hitting the clock tower's bell, and then finally landing. King Julien then turned to Marlene, as if nothing had happened, and ignoring the look on her face.

"Well helo der Marlene. I couldn't help but be hearing over yoh talking. Did you say yoh home was kaboomeed?"

"Julien, why are even you asking me that? I mean, isn't it obvious?" she said sarcastically.

"Ringtail, we're in the middle of a—" began Skipper, but the lemur cut him off.

"Marlene, you be listening to da King. You cood be staying wid us if you do not have a home, especially after the silly penguins made kaboomee to it."

"Kablamo!" came Rico's voice behind Skipper.

"Ringtail, Marlene won't be staying with you!"

"Wat wid da wat wat now?"

"No! She's going to be staying with us. Right sister?" he asked, walking to Marlene's side.

"You? Why wood anybody in da world want to be staying wid you penguins?", he asked, bursting into laughter.

Marlene finally turned to see Skipper, sighed and then glanced at King Julien, chuckling to himself. She was about to say something when she felt Private's flipper on her shoulder.

"Marlene, please give us a chance to make it up to you. You didn't even give us a chance to apologize."

Marlene turned around to look at Private, and suddenly softened when she saw his eyes, wide and tear-filled. She looked at Skipper, then Julien and back again at Private. "Well-"

"Marlene, please, please, please give us the chance to make it up to you. Stay with us for one night, and if you don't like it, you can stay with King Julien.", offered Private.

Marlene looked at Skipper again, and he nodded his head in approval.

"Well, um" stuttered Marlene. "Well alright then, but for one night only."

"Yay!" Private jumped up in glee at what she said.

"Very well then silly penguin, you will be winning dis round."

"Then it's decided then. Rico, since it's your fault Marlene has no home; you're in charge of making her feel comfortable in our home."

"Awww man!"

"Hey, I didn't blow Marlene's home. You know the rules."

"Actually, you kind of did Skippah.", came Private's voice. "Y'know, when you started-"

"Whoa-whoa-whoa Private, let's not point fingers that we don't have and not give away classified information." Skipper said quickly, glancing at Marlene's quizzical expression, and then motioning for the others to follow him as he slid on his belly back to the penguin enclosure.

Marlene moved to follow them, but stopped when she heard a nervous 'umm' behind her and turned to see Rico, sheepishly fiddling with his flippers, his mohawked head bowed. Marlene frowned, but then realized that he never really knew how to properly address a girl, let alone take her to his habitat. Her frown then turned to a smile as she took a step toward him.

"Rico, you've known me for a long time. Why are you acting like this?" she asked, taking his left flipper in her right paw. He resisted at first, but then sighed, and walked toward his habitat, with Marlene beside him. She then decided to do a small experiment.

"Is it because you're guilty about the 'blowing-up-the-home' thing?" she asked, expecting a no.

Sure enough, Rico shook his head; he never regretted a good explosion, especially if he was the one responsible. Her smile returned, and she questioned him some more.

"Is it because you don't want me in your home?" she asked, expecting the same result.

He shook his again, a little more forcefully this time. '_So he does like my company_.' she thought to herself. Her smile widened, unnoticed by her companion, who was staring at the tiled floor of the zoo, nervously looking up every now and then.

"Is it because you and Skipper don't want me to see all your classified information?"

He abruptly stopped, and looked at Marlene. Luckily, she had dropped her smile before his eyes caught it, and she gazed into his icy-blue eyes. Expecting him to leave her there and call her a spy, she was startled when he looked away and shook his head. Skipper would never let her see important mission data, but Rico was just fine with it. Her smile now became a full grin.

"Is it because I'm a girl?" she teased, knowing what his answer would be.

"Ya-huh". He grunted after awhile, nodding.

"Rico, we're friends. You shouldn't be all fidgety when we're together." She gave a small chuckle, and released her grip from his flipper. "Well, what about last Christmas? You didn't seem to mind."

He shook his head, and pointed to his right. Marlene looked over and saw Mason and Phil, the former reading a newspaper while the latter was perched on the tire swing, eating a banana.

'Wait, only when we're – alone together?"

He nodded once more and started playing with his flippers again. True, he only seemed to be comfortable with her around when he was with the others. But when he was alone with another girl, he will just shy away. He looked again at Marlene, who laughed, surprising him.

"Rico! That's crazy; you shouldn't have to be all nervous when you're with me. I mean, like, come on!"

She took his flipper once more in her paws, smiled at him then jumped over the wall of the habitat, with Rico behind her. Balancing herself on it, she took another leap with him to the platform with the fish-bowl entrance. Dropping his flipper, she lowered herself down the ladder and jumped off at the last step, Rico following behind. She turned and saw him relax, now that he wasn't alone with her anymore.

"Marlene, welcome to penguin HQ. But first, lunch!" came Skipper's voice to her left. She turned her gaze and saw him there with a plate of fish in hand, which Rico immediately gobbled up. How he got over there so fast was a mystery to her. She scratched that thought, deciding that Rico was a mystery to her altogether.

"Lunch Marlene!" said Private beside her, offering up a plate similar to what Skipper had moments ago. She grabbed the tail of a mackerel, and took a small bite. She chewed slowly, thinking about what happened outside, glancing over at Rico eating more fish beside Skipper. She moved to take another bite, only to notice Private was still beside her, his head tilted slightly to the right. He looked at her expectantly, as if waiting for a reply."

"It's good." She said meekly, to which Private jumped again in joy, several fish falling off his plate, and walked over to the television.

"Hey, where's Kowalski?" she asked, before taking another bite.

"Him?" answered Skipper, "Oh, he's just washing off his feet."

The door to Kowalski's lab opened, and the intellectual penguin appeared, his scaly feet still wet. Marlene immediately regretted her earlier outburst, and watched as he picked up some fish from Private's plate, and began to eat. She suddenly felt a presence below her, and jumped back when she saw Rico flat on his belly, gulping up the fish Private dropped earlier, before licking the spot where the fish were with his tongue. He noticed Marlene watching him, then chuckled weakly, and went back for more fish.

Marlene swallowed the rest of her mackerel and walked over to Skipper, sitting on a chair beside the wall. A cup of coffee with a fish tail sticking out was on the table; the flipper that was holding it disappearing behind the newspaper. His head perked up, and he lowered his paper as Marlene took up a chair beside him. She sighed before speaking to him.

"Skipper, I'm sorry I exploded at you guys today. I was just really mad, I mean like-like y'know when I—"

"Marlene, you don't have to apologize.", he said, cutting off her stammering, before taking another sip of coffee and mixing it with the fish tail.

"Wa-wai-wait what?"

"Sure. After all, it was Rico's fault.", he finished, taking another gulp of coffee.

'Th-tha-thanks Skipper."

'Don't mention it sister. Besides, you're better off here than at Ringtail's."

"I suppose you're right. And like I said, this might work." Marlene tore her gaze from Skipper and watched the others watch and cheer as Rico swallowed entire buckets of fish in a few seconds. She returned her gaze to Skipper, his face obscured by the newspaper, his cup utterly drained. A few moments later, he lowered his newspaper and met Marlene's gaze.

"You ready for the tour sister?"

'Tour? What tour?" she asked, her face narrowing down into a quizzical expression.

"Men!" Skipper barked, the others responding by forming a neat line, Rico's mouth still dripping.

"It's time to give our new guest a tour of the old HQ." He then turned to glance at Marlene. "Civilian class only, authorized personnel areas are restricted to authorized personnel."

"Yeah, I get that.", answered Marlene sarcastically. "And civilian? What's that supposed to mean?"

"You have any experience in hand-to-hand combat?"

"No, a little—"

"Any training as an operative?"

"No, but I could—"

"Any hint of paranoia that would make you alert twenty-four/seven and never be caught unaware by the enemy?"

"No, but what enemy might—?"

"Any sense of—"

"STOP! Alright, I'm not trained in the big combat thing, I'm not trained in the whole ninja operative thing, and I certainly am not paranoid but—"

"Then you're a civilian sister."

"BUT MY POINT IS-", she yelled, Private was quaking in fear at her next outburst, Kowalski took a step back, and a faint 'oh bhoy' came from Rico.

"—is that you can teach me." she finished.

Those words came out in her normal voice, which had startled all of them far more than full-blown rage ever could. Skipper was speechless, Private was cowering behind Kowalski's back a second ago, his head now poking behind the dumbstruck penguin's back in utter confusion, and Rico looked at Marlene as if she had lost her mind.

"Wha-what?", croaked Skipper. There were only four things Skipper was afraid of: needles, being transferred to Hoboken, a lost Private, and Marlene out of the zoo. Something told him that this was the fifth: an angry Marlene.

"You can teach me that. All of the combat, hand-to-hand, operative things like that."

"Wait, what?" Skipper repeated, dumbfounded.

"Hey, if I'm going to stay here, I might as well catch up on the whole commando thing."

Complete silence followed that last statement, which was broken when Private burst in joy and ran over to Marlene, pulling her out of her seat and into a deep embrace which threatened to crush her ribs.

"Does this mean you're not going to go with Julien?" he asked, pulling away from a gasping Marlene.

"Shu-sure." She panted, gasping for breath and rubbing her sides.

"YAY!"

Marlene looked around at the others. Kowalski eased up and took out his clipboard, and she caught a small smile flash on Rico's beak before he started licking his beak. She turned her gaze to Skipper, and expected him to scream that he would never let it happen. '_Oh, well. It was worth a shot_', she thought to herself.

"Cute and naive Marlene." came Skipper's voice, and her heart started to sink. "But alright."

This time it was Marlene who was surprised. "Wait, what did you say?"

"You heard me. It only makes sense that you want to be trained, since you're going to be staying with us anyway. Besides, what's the worst that can happen?"

He put a flipper around her shoulders and spoke in a hushed whisper,

"It's going to get rough sister, and we won't take it easy on you, alright?"

Marlene nodded in response, relieved Skipper had agreed.

"Excellentè sister. We begin your training at oh-eight hundred tomorrow. Kowalski!" he took his flipper off Marlene, and walked over to him. "I'll need a training schedule on my desk in an hour. Well, Marlene, time to begin your tour."

"Aye aye Captain.", she said with a smile.

She felt something on her right paw, and turned to see Private beside her, beaming up at her and beckoning for her to follow Skipper. He walked ahead and stopped beside Kowalski, who was rapidly jotting down notes as Skipper continued to talk to him.

She turned around and caught Rico's eye, the same small smile flashed on his beak, which lasted only as long as the last; before following his companions into a tunnel behind the fish head, through which they had already disappeared. As she watched his backside disappear behind it, her smile stretched wider; and with that, she knew it was time to put her plan into action.

**-*Note*-**

_Hey guys! Drunken_Rookie is indisposed as of__ late. All of us here at the DrunkenTavern wish him a speedy recovery. Anyway, he sorta kinda gave me permission to continue with the following chappys while he's getting better. I just picked up the plot details he already had, and turned them into this. Heck, I even tried to copy his writing style!_ _Hope you enjoyed this chappy, I'll also be writing the next, hopefully the one after that!_

_A big thank you to the reviewers on behalf of Rookie, to iheartchocolates (OMG! ), MonkeyLucy ( srsly? ), and to EppopinkfangirlXDXDXD (same here! XD). Oh, and Terra (yeaah, like about .57% of it! Srsly, I bothered with the math)._

_~on behalf of Drunken_Rookie, Panacea447_


	5. Chapter IV: The Tour

Only when I Sleep

Plot Summary: After the penguins blow up her habitat, Alice places Marlene in their habitat until hers is repaired. But when Rico starts to have dreams about Marlene, this sets off a whirlwind of love, jealousy and betrayal that will ultimately lead to Marlene's life hanging in the balance.

Disclaimer: The Penguins of Madagascar is the property of Dreamworks Animation Studios in association with Nickelodeon. I do not claim ownership of The Penguins of Madagascar. Copyright infringement is neither intended nor desirable.

Rated Teen (T) for Mild/Fantasy Violence, and Minor Suggestive Themes

***Chapter IV: The Tour***

_Want to see what's on the inside of me?_

_-_Terrence**  
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"Marlene, emergency protocols are first, of course. This is escape tunnel number seven, and will be our main route for heading towards the north escape tunnels." Skipper announced as Marlene followed behind him, the others beside Skipper. Rico was holding a flashlight and directing it wherever Skipper pointed; Kowalski had a clipboard in hand, taking notes for Marlene; and Private walked alongside Marlene, giving out several remarks about the tunnels.

"This," he pointed towards a side tunnel, and the beam of light fell on it, illuminating it for a few meters away. "Leads directly underneath your habitat, or – err – what was once your habitat."

He stared at Marlene, expecting her to explode in rage once more, but she looked at it for a few seconds, determined to learn everything Skipper told her. Her eyes were wide and focused, apparently taking this as a great opportunity to study more about their home than she normally could with her 'civilian' status. She recognized several of these tunnels, having gone through them before on several occasions, but most were completely new or were concealed. She started mapping them out in her head.

It was until they reached the elevator that led to the sub-levels did Marlene doubt whether she made the right decision of wanting to learn more of their home. Marlene was uncomfortable riding elevators. She shuddered at the memory of riding one when she was transferred from California. It made her feel all queasy, like the feeling of your insides falling right out of you. But the discomfort she felt was overwhelmed with her burning desire to learn more about her friends and the lives they led. One floor was an entire warehouse, rows upon rows of crates, boxes and sealed packages. This perked Marlene's curiosity and she involuntarily took a step forward but froze when she felt Private's flipper on her back.

"Don't Marlene!" Private whispered so the others wouldn't hear them as Skipper talked. "I got lost in there for three days! Skipper thought I deserted."

Deciding to heed his advice, she retracted her foot as the elevator doors slammed shut. She felt the elevator lower once more, the nausea returning to her. The doors then opened again after it stopped, giving a brief moment of respite to the dizzy otter; or it would have had she not seen what was inside. Inside was an alien craft bathed in a strange blue glow, and this time Marlene knew better than to venture alone into the room. She eased her breathing as the doors slammed shut. Her ears were deaf to what Skipper was saying. The dizziness was overbearing her sense of curiosity now as she felt like vomiting her insides out.

She closed her eyes, hoping the dizziness would recede. The doors opened, and the nausea completely overwhelmed her as she restrained herself from vomiting. The doors opened to reveal an eye that spanned the entire gap of the door. Private patted her on the back, sensing her discomfort. The doors slammed shut, and Private's voice echoed in hushed whispers.

"Don't worry Marlene. We won't be going so far down unless you're promoted. Just to about level six maybe."

Level six? Three more floors left and the dizziness in both her stomach and mind left her wondering how the others were so accustomed to traveling in this manner, and who knows how many floors and what they contained were actually below her. The lift slowed, stopped, and the doors sprang open, revealing a metallic walkway that was suspended by metal rods over several vats of colored fluid, all bubbling sluggishly. Her brow perking up in interest, she leaned sidewards and caught Private whisper, '_Chemical Testing_'. This was by far the most appealing part of the tour she had seen. The colored mists rising from each of the liquids inside created a cornucopia of bright colors that made Marlene giggle. Whatever Kowalski was up to here was definitely interesting. But it only lasted as long as the rest, the doors closing upon the colorful display. The queasiness returned as the lift lowered once more, and she shuddered as the lift wound its way down.

Level five was next. It would soon be over, and the elevator would soon rise and bring an end to the nausea and stomachaches. The doors opened to a not so welcome sight: several skeletons of various creatures hung from shackles chained to the roof; torches provided the only source of the illumination, casting menacing shadows on the dirty, grimy brownstone walls; and the muddy floor covered with several rat skeletons. Its filthiness rocked Marlene to her core, uncertain if she was going to puke out her organs or not. Private seemed to notice this too, and took Marlene's paw in his flipper as he shuddered at the mere sight of it.

"What's with the medieval dungeon?", whispered Marlene to Private, who accidently backed up into Kowalski, making him start in surprise.

"Interrogation room.", the young penguin hushed back after a whispered apology to Kowalski. Private studied one of the skeletons, and noticed its head was missing. He glanced at Kowalski and back again to the skeleton, finally realizing why.

"So this is where you brought up a skull for my Shakespeare play? That's disgusting!"

Thankfully, the doors slammed shut, leaving one more level before finally leaving this place once and for all. Marlene felt lightheaded, all sensation in her head being replaced with bouts of dizziness. She closed her eyes to try and calm herself as the lift lowered itself down to the last level. She felt herself sway as the elevator shifted, or maybe it was because of her lightheadedness. She opened her eyes and saw only white. Looking up, she saw Rico staring down at her with his icy-blue eyes, his beak almost touching her nose. As sensation returned to her, she realized she had leaned onto Rico, her head resting on his chest. He met her gaze, and looked at her with a quizzical expression on his face. Chuckling weakly and feeling queasiness that had nothing to do with the elevator, Marlene pulled herself slowly away from him, returning to where she originally was before lightheadedness pushed her into Rico. She looked around; hoping no one other than them saw it. She spotted Skipper still talking, unaware no one was listening to what he had to say, and Kowalski and Private were silently arguing again behind the clipboard. Turning to look at the doors, she caught Rico still staring at her, and could feel his gaze upon her long after she turned away. The doors parted, and revealed the sixth and final stop on this wild ride, which was also the most peculiar and interesting: it was merely rows of metallic lockers eerily illuminated by a series of ceiling lamps. Marlene cocked her head to the side, as if expecting a giant monster to pop up any second, but no such thing happened. This was no ordinary storage facility, since Marlene felt something else in this particular floor. An odd sensation overtook her, and she motioned to step inside, all thoughts vanishing from her mind and replaced with only a deep desire to open a locker. She would've, if Private ad not pulled her back into the safety of the elevator. Shaking her head of the odd sensations, she heard Private's hushed voice in her ear.

"Don't Marlene! Don't ever step into there, terrible things happen to those who enter there and are not prepared!"

Snapping out of her daze, she turned to see Private's worried look upon her, his face filled with utter terror. Sighing deeply, and with all dizziness gone from her system, she watched as the door close and the elevator ascend. Apparently only Private had noticed this, since Kowalski was still scribbling on his clipboard and Rico was listening to Skipper as he recounted his trip to Norway. Glad the elevator ride was now over, Marlene followed the penguins through another tunnel that led into Kowalski's lab. The feelings of emptiness she had felt when she almost stepped into the sixth level receded, only to have the lightheadedness and nausea return instantly and with such intensity that Marlene vomited on the spot, her insides writhing and her vision blurring.

"Awww, not again!" cried Kowalski.

"Well, it looks like Marlene enjoyed the elevator ride.", came Skipper's voice behind her.

Skipper walked up to her and patted her on the back. Marlene looked up steadily as her vision cleared, Private's worried face looming at her.

"It's alright." She gasped, as she straightened herself, and noticed the pile vomit on Kowalski's feet. "Oh, sorry Kowalski."

"Here!" Kowalski said, giving his clipboard to Marlene and then walking away to the tap nearby. "That contains everything you should know about our HQ. Now I need to wash this off…"

Marlene studied the Kowalski's lab, having only been inside several times. She eyed the shelves that housed finished or untested inventions, and another shelf beside where Kowalski placed his tools. Her gaze drifted over to the table where he worked on his inventions, and caught the sight of the disassembled Psycho-Sensor. Without warning, pain shot up her spine and into her head that made her gasp sharply. It lasted for but half a second, but it felt similar to the shock she received from touching the Sensor earlier this morning. She panted, and then closed her eyes, trying to determine the source of the pain. She was certain it wasn't a memory, since it struck with such intensity. No, there had to be another explanation. She opened her eyes and dared to glance at it again. She felt no pain this time, no shock. Very peculiar, it seemed, as to how it happened.

She turned to ask Kowalski about it, but realized they all exited the lab and into the main HQ, where they settled down to a small dinner. Marlene followed but possessed no desire to eat, having thrown up enough food to feed baby seals off the Russian coast. She sat next to Private, questioning him about his home.

"You'll love it here Marlene!" he answered with a mouthful of fish. "Especially since you're training with us now."

"Yeah." She sighed deeply. "Training."

She closed her tired eyes and leaned her head back on the cool wall, only to be startled by a shout.

"Cheese and crackers, man!" shouted Skipper as his eyes fell on the lab clock, making everybody jump. "It's almost twenty-two hundred!"

"What?" Marlene gasped as she rubbed her eyes.

"Ten pm! Ten pm's light's out Marlene." Skipper said as he finished the rest of his dinner in a gulp.

"What? Ten pm? How long were we down there?"

"Skipper," piped up Private. "Where's Marlene going to sleep?"

Skipper looked at Marlene, considered for a moment, and then walked over to her. "She can have my bunk."

"Oh! Well that's nice of you Skipper, but, well, uh, there's no need."

"No need? What are you talking about sister?"

"Well – uh – it's just going to be a little rude of me, especially since I'm your guest."

"Guest nothing. You're our roommate now Marlene, even though it's temporary. You can have my bunk; I'll just sleep on the floor."

Skipper put a flipper around her shoulders, and made a gesture to the lowest bunk-bed. Marlene looked into his blue eyes, which were strangely warm and inviting, not its usual shrewd and calculating demeanor.

"No Skipper." She said, pulling away from him. Never had she seen Skipper's eyes like that, and from that close as well. "There's no way I'll let you sleep on the floor. I'll just sleep outside; maybe I can keep guard or something like that."

Near the door to the lab, Kowalski watched silently as Skipper opened his mouth to offer her his bed again, although more forcefully this time.

"Look here Marlene-!" He shouted, pointing his flipper at the otter.

"Stop it!" Private shouted as he watched Skipper stomp toward Marlene, a stern expression on his face and her mouth opening to retort. Both froze and turned their heads to look at Private. "Marlene can stay in my bunk Skipper, so you won't have to sleep on the floor."

The two looked at each other, and later relaxed, both deciding to trust in Private's judgment. Private jumped in joy and nimbly leapt up to his own bunk, Skipper and Kowalski following suit.

"Thanks Private." Whispered Marlene as she made her way towards the ladder, glancing at Rico laying down on the highest bunk-bed giving her that same quizzical expression he made down in the elevator. She met his eyes, and that smile flashed again on his beak before it opened wide and regurgitated a large pillow. Catching it, Marlene jumped to the third one, Private's bunk. Private was already settled in, and smiled as Marlene lay down next to him just as the computer voice rang, '_Light's out protocol initiated. Sweet dreams._'

The lights went out and Marlene felt Private snuggle up close to her, and wrap his flipper around her. Despite the size of his belly, it was a snug fit. She stared into the semi-darkness, her mind caught up in many things: Rico and that lightning-quick smile of his, the room with the lockers in it, and why did she feel that same jolt in the lab? Deciding it was best she got some sleep first; she closed her eyes and snuggled up close to her pillow. She instantly regretted that, as the pillow was drenched in what she assumed was what always happened to everything inside Rico.

**-*Note*-**

_Finally got to update! Writer's block and piles of schoolwork is not a good combination! Anywho, thanks to the reviewers: Bobbyfishstick, xxAznPenguin, and to TerraNova (awww).__ Rookies getting better, and he'll be up and about in no time. You think he'll like what I wrote for these two chapters?_

_~Panacea447 of the DrunkenTavern_**  
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